SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 8, 2019, between XpresSpa Group, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and Calm.com, Inc., a Delaware company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 8, 2019, by and among XpresSpa Group, Inc., a Delaware corporation, with headquarters located at 780 Third Avenue, 12th Floor, New York, NY 10017 (the "Company"), and the investor listed on the Schedule of Investors attached hereto (the "Lender").
ContractNote Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF ANY PORTION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, NEITHER THIS NOTE NOR ANY SUCH SECURITIES, NOR ANY INTEREST IN ANY THEREOF, MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
This Amendment to Warrant to Purchase Common Stock (this “Amendment”), dated as of July 8, 2019, is being entered into by and between XpresSpa Group, Inc. a Delaware corporation (the “Company”) and the Holders identified on the signature pages hereto (the “Holders”).
UNSECURED CONVERTIBLE NOTE DUE MAY 31, 2022Convertible Security Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
THIS CONVERTIBLE NOTE is a duly authorized and validly issued Note of XPRESSPA GROUP, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 780 Third Avenue, 12th Floor, New York, NY 10017, due May 31, 2022 (the “Note”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2019, by and among XpresSpa Group, Inc., a Delaware corporation, with headquarters located at 780 Third Avenue, 12th Floor, New York, NY I 0017 (the “Company”), and Calm.com, Inc., a Delaware corporation (the “Purchaser”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CLASS A WARRANTS AND CLASS B WARRANTSSecurities Purchase Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services
This Amendment (this “Amendment”) to the Securities Purchase Agreement dated as of May 15, 2018 (the “SPA”) and to the Class A Warrants and Class B Warrants (together, the “Warrants”) to purchase common stock issued pursuant to the SPA is made and entered into as of July 8, 2019, among XpresSpa Group, Inc., a Delaware corporation (the “Company”), and the purchasers (as identified on the signature pages hereto), constituting a Majority in Interest (the “Specified Purchasers”). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the SPA.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
This Fourth Amendment to Credit Agreement (the “Fourth Amendment”) is made as of the 8th day of July, 2019, but shall be effective on the Fourth Amendment Effective Date, as defined below, by and between XpresSpa Holdings, LLC, a Delaware limited liability company (the “Borrower”) and B3D, LLC, a North Carolina limited liability company (the “Lender”).
